1701.87
Notice of dissolution to creditors and claimants against corporation.

(A)
A
corporation shall give notice of a dissolution by certified or registered mail,
return receipt requested, to each known creditor and to each person that has a
claim against the corporation, including claims that are conditional,
unmatured, or contingent upon the occurrence or nonoccurrence of future
events.

(3)
The
deadline, which shall be not less than sixty days after the date the notice is
given, by which the corporation must receive the claim;

(4)
That the
claim will be barred if the corporation does not receive the claim by the
deadline;

(5)
That the
corporation may make distributions to other creditors or claimants, including
distributions to shareholders of the corporation, without further notice to the
claimant.

(C)
Giving any
notice or making any offer under this chapter shall not revive any claim then
barred or constitute acknowledgment by the corporation that any person to whom
the corporation sent notice under this section is a proper claimant and shall
not operate as a waiver of any defense or counterclaim.

(D)
A claim is
barred if a claimant that was given written notice under division (A) of this
section does not deliver the claim to the dissolved corporation by the deadline
stated in the notice.

(E)
The
corporation shall post the notice described in division (B) of this section on
any web site the corporation maintains in the corporation's name and shall
provide a copy of the notice to the secretary of state to be posted on the web
site maintained by the secretary of state in accordance with division (F) of
this section.

(1)
Except as
provided in division (F)(2) of this section, the secretary of state shall make
both of the following available to the public in a format that is searchable,
viewable, and accessible through the internet:

(a)
A list of
all domestic corporations that have filed a certificate of dissolution or have
had their articles canceled;

(b)
For each
dissolved corporation on the list described in division (F)(1)(a) of this
section, a copy of both the certificate of dissolution and the notice delivered
under division (B) of this section.

(2)
After the
materials relating to any dissolved or canceled corporation have been posted
for five years, the secretary of state may remove from the web site the
information that the secretary posted pursuant to division (F)(1) of this
section that relates to that corporation.

(G)
If the
certificate of dissolution is filed five years or less after the effective date
of this amendment, the corporation shall publish the notice described in
division (B) of this section at least once a week
for two
successive weeks, in a newspaper published and of general circulation in the
county in which the principal office of the corporation was to be or is
located.

This section has been revised to set
out a statutory process for actual notice to known claimants and a mechanism to
establish a bar date for claims against the dissolved corporation. This section
should be read in conjunction with new sections
1701.881 and
1701.882 that set out procedures
to settle and pay or make other provision for claims. See
comment to Section
1701.86.

Division (E) requires that the notice
sent to known claimants be posted on any website the corporation maintains in
its name. Division (F) requires that the Secretary of State make available on
the internet for a five year period certain information about corporations that
are in dissolution. Newspaper notice is continued in division (G), but
newspaper publication will no longer be required five years after the effective
date of division (F).

*Comments on 129th General Assembly, HB 48, from the Ohio
State Bar Association Corporation Law
Committee